Falco Resources (TSXV:FPC) focuses on developing gold and base metal projects in the Rouyn-Noranda region of Quebec, an established mining camp with a long history of exploration and development. The camp has historically produced 19 million ounces (Moz) of gold and 2.9 billion pounds (Blbs) of copper, and yet it is still under-explored for gold.
Falcon’s principal property, Horne 5 project, holds 67,000 acres or nearly 67 percent of the total area of the entire mining camp and is located under the former Horne mine which produced 11.6 Moz of gold and 2.5 Blbs of copper. The 2021 feasibility study on the Horne 5 project suggests strong project economics with a total mine life of 15 years, after-tax NPV at 5 percent of US$761 million, and a payback period of 4.8 years, assuming gold prices at $1,600/oz. At the current gold prices of over $2,300/oz, the project economics will be even better.
Falco Resources operating license and indemnity agreement (OLIA) with Glencore Canada will enable Falco to utilize a portion of Glencore's lands. The agreement entails establishing a technical committee comprising two representatives from Glencore and two from Falco, tasked with safeguarding the uninterrupted operations of Glencore’s Horne copper smelter. Additionally, a parallel strategic committee will be formed. Glencore will nominate one representative to join Falco's board of directors.
The successful completion of the OLIA, coupled with life-of-mine copper-zinc concentrate offtake agreements with Glencore, positions Falco to advance its Horne 5 project towards construction. The company is advancing with the permitting and financing processes for the project.
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Falco Resources (TSXV:FPC) is a Canadian company focused on developing gold and base metal projects in the Rouyn-Noranda region of Quebec. Rouyn-Noranda is an established mining camp with a long history of exploration and development. The Noranda mining camp has historically produced 19 million ounces (Moz) of gold and 2.9 billion pounds (Blbs) of copper, and yet it is still under-explored for gold.
Falcon’s principal property, Horne 5 project, holds 67,000 acres or nearly 67 percent of the total area of the entire mining camp and is located under the former Horne mine which produced 11.6 Moz of gold and 2.5 Blbs of copper. The 2021 feasibility study on the Horne 5 project suggests strong project economics with a total mine life of 15 years, after-tax NPV at 5 percent of US$761 million, and a payback period of 4.8 years, assuming gold prices at $1,600/oz. At the current gold prices of over $2,300/oz, the project economics will be even better.
Recent news flow including the operating lease and indemnity agreement (OLIA) with Glencore (LON:GLEN) and the Horne 5 project’s environmental impact assessment (EIA) admissibility are significant milestones in the advancement of the project towards construction. Falco is now aiming to proceed with the next steps related to obtaining government permits and financing for its Horne 5 project.
Falco Resources operating license and indemnity agreement (OLIA) with Glencore Canada will enable Falco to utilize a portion of Glencore's lands. The agreement entails establishing a technical committee comprising two representatives from Glencore and two from Falco, tasked with safeguarding the uninterrupted operations of Glencore’s Horne copper smelter. Additionally, a parallel strategic committee will be formed. Glencore will nominate one representative to join Falco's board of directors.
The successful completion of the OLIA, coupled with life-of-mine copper-zinc concentrate offtake agreements with Glencore, positions Falco to advance its Horne 5 project towards construction. The company is advancing with the permitting and financing processes for the project.
The Horne 5 project is a world-class deposit located beneath the former Horne mine in the Rouyn -Noranda mining camp. Horne mine was operated by Noranda from 1926 to 1976 and produced 11.6 Moz of gold and 2.5 Blbs of copper. The Rouyn-Noranda mining camp has a rich exploration history having produced 19 Moz of gold and 2.9 Blbs of copper. The camp has hosted 50 producers including 20 base metal mines and 30 gold mines.
The Horne 5 is a world-class deposit containing 6.1 Moz gold equivalent in proven and probable reserves, 7.6 Moz gold equivalent in measured and indicated resources, and 1.7 Moz gold equivalent in inferred resources. The project boasts strong partners including Osisko Development, Osisko Gold Royalties, Glencore, and the Quebec Government. Osisko Development is a major shareholder in Falco Resources with a 17.3 percent stake, and the Quebec Government holds close to 8 percent stake in Falco.
Aside from gold, Horne 5 has significant base metal by-products. As per the feasibility study, precious metals (gold + silver) account for 75.6 percent of the mining revenue, while base metals (copper and zinc), account for 24.3 percent of the total mine revenue.
The 2021 updated feasibility study on the Horne 5 project indicates robust project economics. The feasibility study shows the project would generate an after-tax NPV at 5 percent of US$761 million and an after-tax IRR of 18.9 percent over the 15-year mine life. The production profile would average annual production of 220,300 oz gold over the life of the mine. Further, the study suggests significant copper and zinc by-product credits from the copper and zinc production, as well as the highly automated modern operations resulting in a low projected all-in sustaining cost (AISC) of $587/oz. Horne 5’s AISC is among the first quartile of global low-cost operations.
Recent news flows including the OLIA with Glencore and the Horne 5 project’s EIA admissibility are significant milestones in the advancement of the project towards construction.
Falco Resources’ OLIA with Glencore Canada enables Falco to utilize a portion of Glencore's lands. The agreement entails establishing a technical committee comprising two representatives from Glencore and two from Falco, tasked with safeguarding the uninterrupted operations of Glencore’s Horne copper smelter. Additionally, a parallel strategic committee will be formed. Glencore will nominate one representative to join Falco's board of directors.
The successful completion of OLIA coupled with life-of-mine copper-zinc concentrate offtake agreements with Glencore positions Falco to advance its Horne 5 project towards construction. Further, the receipt of confirmation of the admissibility of its EIA for the Horne 5 project from the Ministry of the Environment, the Fight Against Climate Change, Wildlife and Parks is a significant milestone. It provides a path forward for the advancement of the project.
The company is now advancing with the permitting and financing processes for the project. The construction of the Horne 5 mine could begin by February 2025.
Luc Lessard brings over 30 years of experience in the design, construction, and operation of mines. Before joining Falco, he held senior executive positions at Osisko Gold Royalties, Canadian Malartic GP (a joint venture of Agnico Eagle Mines and Yamana Gold), and Osisko Mining Corporation. At Osisko Mining Corporation, he oversaw the design, construction, and commissioning of the Canadian Malartic gold mine. Lessard has been involved in numerous surface and underground mining projects throughout his career. Lessard holds a bachelor’s degree in mining engineering from Laval University.
Anthony Glavac has 20 years of experience in financial reporting, including over 14 years in the mining industry. Before joining Falco, he served as the director of financial reporting and internal controls at Dynacor Gold Mines and as the interim chief financial officer at Alderon Iron Ore. Glavac was previously the senior manager at KPMG, where he worked with a diverse portfolio of public and private companies, offering services such as audit, taxation, strategic advisory, and assistance with public offerings. Glavac is also engaged with other public companies within the mining sector.
Helene Cartier possesses over 20 years of expertise in the environmental field. She began her mining career as part of the Cambior team before transitioning to the role of vice-president of environmental services and sustainable development at Osisko Mining Corporation. There, she played a pivotal role in the development and commissioning phases of the Canadian Malartic gold mine. She has served on the board of directors of several public and private companies.
Mireille Tremblay possesses more than 25 years of experience in business law, primarily in securities, mergers and acquisitions, corporate finance, and governance. Before joining Falco in January 2021 as the director of legal affairs, Tremblay served as a legal advisor to clients across diverse industries, including the mining sector. She advocated for companies and investors involved in mining transactions in Africa, notably during the construction of a gold mine in Burkina Faso and in negotiations with the Ivorian government. Additionally, she has represented numerous companies, underwriters, and investors in various contexts, including public offerings and private placement financings, both domestically and internationally. Tremblay holds a law degree from the University of Montreal.
Mario Caron possesses extensive expertise in the mining sector, accumulating over four decades of experience in senior executive and board roles. He has garnered this wealth of knowledge through engagements in underground and open pit operations, both domestically and abroad. Caron has served as CEO of public companies and has experience securing mining licenses and various permits in numerous jurisdictions. Caron earned his Bachelor of Engineering in mining, at McGill University.
Alexander Dann, a chartered professional accountant, has served with multinational public enterprises on financial operations and strategic planning. He brings more than 25 years of experience within the mining and manufacturing domains. He was chief financial officer of The Flowr Corporation, where he led the company towards its public listing on the TSXV. He also served as the CFO of Avion Gold and Era Resources, contributing significantly until their acquisitions by Endeavour Mining and The Sentient Group, respectively. He holds a bachelor’s degree in business administration from L’Universite Laval in Quebec City.
Claude Dufresne has over three decades of experience in the mining industry. He has served in leadership roles at companies such as Niobay Metals and IAMGOLD. He was the founder of a metals company, Camet Metallurgy, which specialized in the sale and marketing of various metals. He obtained a diploma in mining engineering with a specialty in mineral processing from Universite Laval in 1991.
Paola Farnesi has over 30 years of experience in corporate finance, financial reporting, M&A, and risk management. She is currently vice-president and treasurer of Domtar Corporation. Before this, she held various senior executive positions at Domtar including vice-president, internal audit. Before joining Domtar, Farnesi worked at Ernst & Young. She holds a Bachelor of Commerce and a Graduate degree in Public Accountancy from McGill University. She is a member of the Chartered Professional Accountants of Quebec and has earned the ICD.D designation from the Institute of Corporate Directors.
Chantal Sorel is a corporate director with over 30 years' experience in general management with full profit & loss responsibility, project financing, project management, operations, strategic development, business development, mergers and acquisitions. She was executive vice-president and managing director at Capital at SNC-Lavalin from 2014 to 2019, where she over saw multibillion dollar projects. Since April 2020, Sorel has served as an advisor to the Montréal Aeroport for the development and delivery of the city's projects’ portfolio valued at $2.5 billion. Sorel has a degree in architecture from Université de Montréal and a master's degree in project management from Université du Québec à Montréal.
This article was written in collaboration with Couloir Capital.
Falco Resources Ltd. (TSX.V: FPC) (" Falco " or the " Corporation ") announces that the five (5) nominees listed in the management information circular dated November 4, 2024, were elected as directors of Falco.
Detailed results of the vote for the election of directors held at the annual and special meeting of shareholders on December 10, 2024, are set out below:
| ITEM N o 1 Nominee | Votes Cast FOR | Percentage (%) of Votes Cast FOR | Votes AGAINST | Percentage (%) of Votes AGAINST |
| Mario Caron | 117,113,938 | 99.637 | 426,433 | 0.363 |
| Alexander Dann | 109,446,599 | 93.114 | 8,093,772 | 6.886 |
| Paola Farnesi | 117,103,520 | 99.628 | 436,851 | 0.372 |
| Luc Lessard | 117,473,626 | 99.943 | 66,745 | 0.057 |
| Chantal Sorel | 113,119,685 | 96.239 | 4,420,686 | 3.761 |
Appointment and Remuneration of Auditor
PricewaterhouseCoopers, LLP, Chartered Professional Accountants, was appointed as independent auditor of the Corporation for the ensuing year, with the following results:
| ITEM N o 2 | Votes cast FOR | Percentage (%) of Votes Cast FOR | Votes WITHHELD | Percentage (%) of Votes WITHHELD |
| Appointment and Remuneration of Auditor | 122,925,232 | 99.311 | 852,564 | 0.689 |
Long-Term Incentive Plan Resolution
Shareholders approved the ordinary resolution with respect to the approval of the Corporation's existing rolling 10% long-term incentive plan (" LTIP "). The results are as follows:
| ITEM N o 3 | Votes Cast FOR | Percentage (%) of Votes Cast FOR | Votes AGAINST | Percentage (%) of Votes AGAINST |
| Ordinary resolution to approve the LTIP | 101,288,332 | 86.173 | 16,252,039 | 13.827 |
Osisko Amendments Resolution
The majority of the disinterested shareholders approved the ordinary resolution with respect to the amendment of the Corporation's existing convertible secured senior loan (the " Osisko Loan ") with Osisko Gold Royalties Ltd (" Osisko ") and the issuance of 17,690,237 warrants of the Corporation to Osisko, each exercisable at any time from and after January 1, 2025 for one common share of Falco (each a " Common Share ") at an exercise price of $0.58 per Common Share and expiring on December 31, 2025 (the " Osisko Warrants "). The results are as follows:
| ITEM N o 4 | Votes Cast FOR | Percentage (%) of Votes Cast FOR | Votes AGAINST | Percentage (%) of Votes AGAINST |
| Ordinary resolution of disinterested shareholders to approve the amendment of the Osisko Loan and the issuance of the Osisko Warrants | 70,256,713 | 99.844 | 109,858 | 0.156 |
Closing of Senior Debt Transactions
The Corporation also confirms that the transactions previously announced on October 7, 2024, with each of Osisko and Glencore Canada Corporation (" Glencore ") have successfully closed on the date hereof and will be effective as of December 31, 2024 (the " Effective Date ")
Extension of the Maturity Date of the Osisko Loan
In consideration for the extension of the maturity date of the Osisko Loan, the Osisko Loan was amended with effect as of the Effective Date in order for (i) the accrued interest on the existing Osisko Loan up to the Effective Date to be capitalized such that the principal amount of the amended Osisko Loan is $23,881,821, (ii) the conversion price to be lowered from $0.50 to $0.45 per Common Share, and (iii) the interest rate to be increased from 8% to 9%. The 10,664,324 common share purchase warrants of the Corporation currently held by Osisko, each exercisable for one Common Share at an exercise price of $0.65 per Common Share, will remain outstanding in accordance with their terms until their expiry on December 31, 2024. In consideration for the extension of the maturity date of the Osisko Loan, the Corporation will issue to Osisko, on the Effective Date, 17,690,237 Osisko Warrants each exercisable at any time from and after January 1, 2025, for one Common Share at an exercise price of $0.58 per Common Share and expiring on December 31, 2025.
Extension of the Maturity Date of the Glencore Debenture
In consideration for the extension of the maturity date of the Corporation's existing senior secured convertible debenture entered into with Glencore (the " Glencore Debenture "), the Glencore Debenture was amended with effect as of the Effective Date (the " Amended Glencore Debenture ") in order for (i) the accrued interest on the existing Glencore Debenture up to the Effective Date to be capitalized such that the principal amount of the Amended Glencore Debenture is $13,985,960, (ii) the conversion price to be increased from $0.36 to $0.37 per Common Share, and (iii) the interest rate to be increased from 9% to 10%. The 15,061,158 common share purchase warrants currently held by Glencore will remain outstanding in accordance with their terms until their expiry on December 31, 2024. In consideration for the extension of the maturity date of the Glencore Debenture, the Corporation will issue to Glencore, on the Effective Date, 19,424,944 common share purchase warrants (the " New Glencore Warrants "), each exercisable at any time from and after January 1, 2025, at an exercise price of (i) $0.38 per Common Share for 15,061,158 of the New Glencore Warrants and (ii) $0.42 per Common Share for the remaining 4,363,786 New Glencore Warrants, with the New Glencore Warrants expiring on December 31, 2025.
The New Glencore Warrants and the Amended Glencore Debenture will provide that unless shareholder approval from disinterested shareholders of the Corporation has been obtained in accordance with applicable Canadian securities laws and TSX Venture Exchange policies, the holder of the New Glencore Warrants and Amended Glencore Debenture will not be permitted to exercise any portion of the New Glencore Warrants or convert any portion of the Amended Glencore Debenture if, following such exercise or conversion, as applicable, the holder thereof and its affiliates would own, directly or indirectly, more than 19.9% of the outstanding Common Shares.
The Common Shares issuable upon conversion of the Osisko Loan and the Glencore Debenture will be subject to a hold period of four months from the Effective Date, in accordance with applicable Canadian securities laws. The Osisko Warrants and the New Glencore Warrants (and the underlying Common Shares issuable pursuant thereto) will be subject to a hold period of four months from the Effective Date, in accordance with applicable Canadian securities laws.
About Falco
Falco Resources Ltd. is one of the largest mineral claim holders in the Province of Québec, with extensive land holdings in the Abitibi Greenstone Belt. Falco owns approximately 67,000 hectares of land in the Noranda Mining Camp, which represents 67% of the entire camp and includes 13 former gold and base metal mine sites. Falco's principal asset is the Falco Horne 5 Project located under the former Horne mine that was operated by Noranda from 1927 to 1976 and produced 11.6 million ounces of gold and 2.5 billion pounds of copper. Osisko Development Corp is Falco's largest shareholder owning a 16.7% interest in the Corporation.
For further information, please contact:
Luc Lessard
President, Chief Executive Officer and Director
514-261-3336
info@falcores.com
Anthony Glavac
Chief Financial Officer
514-604-9310
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking statements and forward-looking information (together, "forward looking statements") within the meaning of applicable securities laws. Often, but not always, forward-looking statements can be identified by words such as "plans", "expects", "seeks", "may", "should", "could", "will", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", or variations including negative variations thereof of such words and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. These statements are made as of the date of this news release. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk factors set out in Falco's annual and/or quarterly management discussion and analysis and in other of its public disclosure documents filed on SEDAR+ at www.sedarplus.ca, as well as all assumptions regarding the foregoing. Although the Corporation believes the forward-looking statements in this news release are reasonable, it can give no assurance that the expectations and assumptions in such statements will prove to be correct. Consequently, the Corporation cautions investors that any forward-looking statements by the Corporation are not guarantees of future results or performance and that actual results may differ materially from those in forward-looking statements.
News Provided by GlobeNewswire via QuoteMedia
Falco Resources Ltd. (TSX.V:FPC) (" Falco " or the " Corporation ") is pleased to provide a corporate update on its flagship Horne 5 Project located in Rouyn-Noranda, Québec (the " Falco Horne 5 Project " or the " Project "). Following the completion of the public hearing process with the Office of Public Hearings on the Environment (" BAPE "), Falco continues to file documentation and provide responses to the BAPE, in view of the completion of its report, which is due for submission to the Minister of the Environment, the Fight Against Climate Change, Wildlife and Parks by December 26, 2024. Also, with the continued strength in gold and copper, Falco will work towards updating the 2021 Feasibility Study, which utilized a gold price of US$1,600 and a copper price of US$3.25lb, with targeted completion for H1-2025.
Mr. Luc Lessard, President and Chief Executive Officer commented: " 2024 has been extraordinary for Falco, commencing early in the year with the execution of the Operating License and Indemnity Agreement (" OLIA ") with Glencore, followed in short order by the admissibility of the Project's Environmental Impact Assessment which provided the path forward for the advancement of the Project. The Corporation expects to obtain a ministerial decree authorizing the Project in H1-2025, which would put Falco in the enviable position of having one of the few permitted large-scale polymetallic gold projects ready to be developed in North America."
Mr. Lessard added: " Since 2015, Falco has delineated a reserve of over 6.1M oz AuEq with an additional 3.2M oz AuEq in resource (all categories), making it one of the largest gold resources in Québec not controlled by a producer. The 2021 Feasibility Study, while benefiting from significant economic returns, does not capture the rapidly changing gold, copper and zinc environment. The planned update for H1-2025 will provide a much clearer picture as to the full potential of the Project."
FALCO HORNE 5 PROJECT OVERVIEW
World-Class Deposit
Real Infrastructure Advantage
Strong Stakeholder Relationships
About Falco
Falco Resources Ltd. is one of the largest mineral claim holders in the Province of Québec, with extensive land holdings in the Abitibi Greenstone Belt. Falco owns approximately 67,000 hectares of land in the Noranda Mining Camp, which represents 67% of the entire camp and includes 13 former gold and base metal mine sites. Falco's principal asset is the Falco Horne 5 Project located under the former Horne mine that was operated by Noranda from 1927 to 1976 and produced 11.6 million ounces of gold and 2.5 billion pounds of copper. Osisko Development Corp is Falco's largest shareholder owning a 16.7% interest in the Corporation.
For further information, please contact:
Luc Lessard
President, Chief Executive Officer and Director
514-261-3336
info@falcores.com
Anthony Glavac
Chief Financial Officer
514-604-9310
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking statements and forward-looking information (together, "forward looking statements") within the meaning of applicable securities laws in particular Falco's ability to obtain receipt of permits and approvals required to develop the Horne 5 Project and the ability of Falco to efficiently develop and operate the Horne 5 Project based on the terms of the Operating License and Indemnity Agreement concluded with Glencore Canada Corporation. Often, but not always, forward-looking statements can be identified by words such as "plans", "expects", "seeks", "may", "should", "could", "will", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", or variations including negative variations thereof of such words and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. These statements are made as of the date of this news release. Without limiting the generality of the foregoing statements, forward-looking statements in this press release include, without limitation, statements regarding the projections and assumptions of the 2021 Feasibility Study, including, without limitation: estimated annual production, NPV, AISC, resources and reserves, mine life and potential production from the Horne 5 Property as envisioned by the mine plan; economic assumptions and sensitivities and other operational and economic projections with respect to the Horne 5 Project. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk factors set out in Falco's annual and/or quarterly management discussion and analysis and in other of its public disclosure documents filed on SEDAR+ at www.sedarplus.ca, as well as all assumptions regarding the foregoing. Although the Corporation believes the forward-looking statements in this news release are reasonable, it can give no assurance that the expectations and assumptions in such statements will prove to be correct. Consequently, the Corporation cautions investors that any forward-looking statements by the Corporation are not guarantees of future results or performance and that actual results may differ materially from those in forward-looking statements.
News Provided by GlobeNewswire via QuoteMedia
Falco Resources Ltd. (TSX.V: FPC) (" Falco " or the " Corporation ") is pleased to announce that the Corporation has entered into binding agreements (i) with Osisko Gold Royalties Ltd (" Osisko ") in order to extend the maturity date of the Corporation's existing convertible secured senior loan (the " Osisko Loan ") from December 31, 2024 to December 31, 2025; and (ii) with Glencore Canada Corporation (" Glencore ") in order to extend the maturity date of the Corporation's existing senior secured convertible debenture (the " Glencore Debenture ") from December 31, 2024 to December 31, 2025.
Luc Lessard, President and Chief Executive Officer of the Corporation commented: " The concurrent extensions of the Corporation's senior debts demonstrate the strong relationship and long-standing support of Osisko and Glencore to Falco and the development of the Horne 5 Project. Such extensions provide the Corporation with additional flexibility to pursue the permitting and development of this project".
Amendments to the Osisko Loan
In consideration for the extension of the maturity date of the Osisko Loan, the Osisko Loan will also be amended effective as of December 31, 2024 in order for (i) the accrued interest on the existing Osisko Loan to be capitalized such that the principal amount of the amended Osisko Loan will be approximately $23,881,821, (ii) the conversion price to be lowered from $0.50 to $0.45 per Common Share, and (iii) the interest rate to be increased from 8% to 9% (collectively, the " Osisko Loan Amendments "). The 10,664,324 warrants of the Corporation currently held by Osisko (the " Existing Osisko Warrants "), each exercisable for one common share of Falco (the " Common Shares ") at an exercise price of $0.65 per Common Share, will remain outstanding in accordance with their terms until their expiry on December 31, 2024. In consideration for the extension of the maturity date of the Osisko Loan, the Corporation will issue to Osisko, on December 31, 2024, 17,690,237 warrants (the " New Osisko Warrants "), each exercisable at any time from and after January 1, 2025, for one Common Share at an exercise price of $0.58 per Common Share and expiring on December 31, 2025.
Amendments to the Glencore Debenture
In consideration for the extension of the maturity date of the Glencore Debenture, the Glencore Debenture will also be amended effective as of December 31, 2024 (the " Amended Glencore Debenture ") in order for (i) the accrued interest on the existing Glencore Debenture up to December 31, 2024 to be capitalized such that the principal amount of the amended Glencore Debenture will be approximately $13,985,960, (ii) the conversion price to be increased to $0.37 per Common Share (from $0.36), and (iii) the interest rate to be increased from 9% to 10% (collectively, the " Glencore Debenture Amendments "). The 15,061,158 warrants of the Corporation currently held by Glencore (the " Existing Glencore Warrants ") will remain outstanding in accordance with their terms until their expiry on December 31, 2024. In consideration for the extension of the maturity date of the Glencore Debenture, the Corporation will issue to Glencore, on December 31, 2024, 19,424,944 warrants (the " New Glencore Warrants "), each exercisable at any time from and after January 1, 2025, at an exercise price of (i) $0.38 per Common Share for 15,061,158 of the New Glencore Warrants and (ii) $0.42 per Common Share for the remaining 4,363,786 New Glencore Warrants, and expiring on December 31, 2025.
The New Glencore Warrants and the Amended Glencore Debenture will provide that unless shareholder approval from disinterested shareholders of the Corporation has been obtained in accordance with applicable Canadian securities laws and TSX Venture Exchange policies, the holder of the New Glencore Warrants and Amended Glencore Debenture will not be permitted to exercise any portion of the New Glencore Warrants or convert any portion of the Amended Glencore Debenture if, following such exercise or conversion, as applicable, the holder thereof and its affiliates would own, directly or indirectly, more than 19.9% of the outstanding Common Shares.
The Osisko Loan Amendments and the issuance of the New Osisko Warrants (the " Osisko Transactions ") are considered "related party transactions" under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (" Regulation 61-101 "). The Osisko Transactions are exempt from the requirements to obtain a formal valuation pursuant to section 5.5(b) of Regulation 61-101. However, Falco is required to obtain minority approval for the Osisko Transactions as none of the exemptions contained under Regulation 61-101 are currently available to the Corporation.
Closing of the Osisko Transactions is conditional upon (i) obtaining minority approval of the shareholders of the Corporation, excluding the Common Shares held by Osisko Development Corp., to be sought at the special meeting of shareholders of the Corporation to be held on December 10, 2024 (the " Shareholders' Meeting "), (ii) approval of the TSX Venture Exchange, and (iii) concurrent closing of the Glencore Debenture Amendments and the issuance of the New Glencore Warrants on the terms described herein.
Closing of the Glencore Debenture Amendments and the issuance of the New Glencore Warrants is conditional upon (i) approval of the TSX Venture Exchange, and (ii) concurrent closing of the Osisko Transactions on the terms described herein. Subject to satisfaction of such conditions, closing of the Osisko Loan Amendments and the Glencore Debenture Amendments, and closing of the Osisko Transactions is expected to occur concurrently on December 31, 2024. Additional information will be included in the management proxy circular to be filed at www.sedarplus.ca.
Prior to the transactions contemplated by this press release, Osisko held the Osisko Loan in the principal amount of $20,484,195, which is convertible into 40,968,390 Common Shares and also held 10,664,324 Existing Osisko Warrants, representing approximately 15.6% of the issued and outstanding Common Shares on a partially diluted basis assuming the conversion in full of the Osisko Loan and the exercise in full of the 10,664,324 Existing Osisko Warrants. Immediately following closing, on a partially diluted basis assuming the conversion in full of the Osisko Loan and the exercise in full of the New Osisko Warrants, Osisko would have beneficial ownership of, or control and direction over 70,760,950 Common Shares, representing approximately 20.2% of the Common Shares issued and outstanding. Osisko holds approximately 40% of the issued and outstanding equity interests of Osisko Development Corp, which has beneficial ownership of, or control and direction over 46,885,240 Common Shares and 8,802,222 warrants of the Corporation, representing approximately 19.3% of the issued and outstanding Common Shares on a partially diluted basis assuming the exercise in full of the 8,802,222 warrants.
About Falco
Falco Resources Ltd. is one of the largest mineral claim holders in the Province of Québec, with extensive land holdings in the Abitibi Greenstone Belt. Falco owns approximately 67,000 hectares of land in the Noranda Mining Camp, which represents 67% of the entire camp and includes 13 former gold and base metal mine sites. Falco's principal asset is the Falco Horne 5 Project located under the former Horne mine that was operated by Noranda from 1927 to 1976 and produced 11.6 million ounces of gold and 2.5 billion pounds of copper. Osisko Development Corp is Falco's largest shareholder owning a 16.7% interest in the Corporation.
For further information, please contact:
Luc Lessard
President, Chief Executive Officer and Director 514-261-3336
info@falcores.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking statements and forward-looking information (together, "forward looking statements") within the meaning of applicable securities laws. Often, but not always, forward-looking statements can be identified by words such as "plans", "expects", "seeks", "may", "should", "could", "will", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", or variations including negative variations thereof of such words and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. These statements are made as of the date of this news release. Without limiting the generality of the foregoing statements, the statements relating to the Osisko Loan Amendments, the Glencore Debenture Amendments, as well as the issuance of the New Glencore Warrants and New Osisko Warrants are forward-looking statements and will not be completed until approved by the TSX Venture Exchange and until appropriate shareholder approval is obtained with respect to Osisko Loan Amendments and the issuance of the Osisko Warrants. There is no assurance that the approval of the TSX Venture Exchange to such transactions will be obtained nor that shareholder approval with respect to Osisko Loan Amendments and the issuance of the Osisko Warrants will be obtained. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk factors set out in Falco's annual and/or quarterly management discussion and analysis and in other of its public disclosure documents filed on SEDAR+ at www.sedarplus.ca , as well as all assumptions regarding the foregoing. Although the Corporation believes the forward-looking statements in this news release are reasonable, it can give no assurance that the expectations and assumptions in such statements will prove to be correct. Consequently, the Corporation cautions investors that any forward-looking statements by the Corporation are not guarantees of future results or performance and that actual results may differ materially from those in forward-looking statements.
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Falco Resources Ltd. (TSX.V: FPC) (" Falco " or the " Corporation ") is pleased to announce the creation and establishment of Technical and Strategic Committees (collectively the " Committees "), as contemplated by the terms of the Operating Licence and Indemnity Agreement (" OLIA ") concluded with Glencore Canada Corporation (" Glencore ") on January 23, 2024.
The creation of the Committees confirms the parties' recognition that the successful development, construction, operation and closure of the Falco Horne 5 Project in a manner that ensures the safety and operational integrity of the Horne Smelter operations, requires coordination and communication between Falco and Glencore at multiple levels.
Technical Committee
The Technical Committee will focus among others, on determining ongoing operating parameters within which Falco can conduct operations of the Falco Horne 5 Project so as to (i) not interfere with the Horne Smelter, (ii) minimize and control risks to the Horne Smelter, (iii) determine and adopt mitigation measures as required, (iv) determine further monitoring, data collection and/or studies as required and (v) determine any other matters with respect to potential risks to the Horne Smelter from Falco's operations.
The Technical Committee will be composed of four members as follows:
Mr. Wouter Vanaarde, Engineering Manager - Glencore
Ms. Marie-Élise Viger, Environnemental Manager - Glencore
Mr. Luc Lessard, President and CEO - Falco
Ms. Hélène Cartier, Vice President, Environment, Sustainable Development and Community Relations – Falco
Strategic Committee
The Strategic Committee will be a forum for discussion and the exchange of information on matters of strategic importance to the interaction of the development, construction, operation and closure of the project with the Horne Smelter operations, the search for synergies, matters relating to community and regulatory agency engagement and stakeholder concerns and the sharing of information on the Falco Horne 5 Project and Horne Smelter.
The Strategic Committee will be composed of three members as follows:
Mr. Danny Tremblay, Manager for Commercial & Recycling Sites Operations - Glencore
Mr. Luc Lessard, President and CEO - Falco
Ms. Hélène Cartier, Vice President, Environment, Sustainable Development and Community Relations - Falco
The Committees are composed of experienced professionals with extensive experience in various areas including environment, construction, development and production, and most of whom have been collaborating closely over the past years.
Luc Lessard, President and Chief Executive Officer of Falco commented: " The creation of the Committees reflects the parties' continued dedication and extensive collaboration to pursue and prepare, within the framework established by the OLIA, a solid foundation for the project's next development phase. We would like to thank everyone involved at Glencore for their work, continued assistance and engaged participation, in addition to their support of the Falco Horne 5 Project."
As previously announced by the inquiry commission of the Bureau of Public Hearings on the Environment (BAPE), the first part of the public hearing on the Falco Horne 5 Project will commence on August 27, 2024 at 7 p.m. The hearing will continue on August 28, 2024, at 1:30 p.m. and 7 p.m., and other sessions could be added as required. Falco's team and experts are looking forward to initiating this formal process of the BAPE.
About Falco
Falco Resources Ltd. is one of the largest mineral claim holders in the Province of Québec, with extensive land holdings in the Abitibi Greenstone Belt. Falco owns approximately 67,000 hectares of land in the Noranda Mining Camp, which represents 67% of the entire camp and includes 13 former gold and base metal mine sites. Falco's principal asset is the Falco Horne 5 Project located under the former Horne mine that was operated by Noranda from 1927 to 1976 and produced 11.6 million ounces of gold and 2.5 billion pounds of copper. Osisko Development Corp. is Falco's largest shareholder owning a 16.7% interest in the Corporation.
For further information, please contact:
Luc Lessard
President and Chief Executive Officer
514 261-3336
info@falcores.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (together, " forward-looking statements ") within the meaning of applicable securities laws, including reference to the development, construction, operation and closure of the Falco Horne 5 Project, the mitigation of risks and interference to the Horne Smelter of Glencore and the ability of Falco to successfully develop the Falco Horne 5 Project in compliance with the terms of the OLIA. These statements are based on information currently available to the Corporation and the Corporation provides no assurance that actual results will meet management's expectations. The occurrence of such events or the realization of such statements is subject to a number of risk factors identified in Falco's continuous disclosure documents available at www.sedarplus.com . Although Falco believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by applicable law, Falco disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
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Falco Resources Ltd. (TSX-V: FPC) ( "Falco" or the " Corporation" ) is pleased to announce that the Minister of the Environment, the Fight against Climate Change, Wildlife and Parks, Benoit Charette, has given the mandate to the Office of Public Hearings on the Environment ( "BAPE" ) to hold an inquiry and a public hearing concerning Falco's Horne 5 project (the "Falco Horne 5 Project" or the " Project "). This mandate will begin on August 26 and will have a maximum duration of four months.
Falco is pleased with this decision which marks an important milestone for the Falco Horne 5 Project. Falco's team will be supported by expert resources, including the firms A2GC, Sanexen, SoftdB, BGC and WSP in order to respond to questions and requests from the population and the BAPE during the hearings. The inquiry commission will be composed of Joseph Zayed, who will act as President, as well as Martin Lessard and Geneviève Meloche, who will act as commissioners. The curricula vitae of the commissioners can be consulted on the BAPE website.
Hélène Cartier, Vice-President, Environment, Sustainable Development and Community Relations, declared: " We welcome Minister Benoit Charette's decision and thank him for listening to the organizations and the population who have, like us, requested that hearings on the Falco Horne 5 Project be held in Rouyn-Noranda. We are convinced that this democratic exercise will be beneficial for the Project and all communities in addition to being beneficial for the socio-economic development of the city of Rouyn-Noranda and the Abitibi-Témiscamingue region. "
Luc Lessard, President and Chief Executive Officer declared: " Falco Resources will approach this BAPE exercise with great seriousness and consideration in order to further improve the Project. We will be attentive and receptive to questions and concerns from citizens and organizations in order to respond to the issues raised. "
Falco invites the population and organizations to stay tuned for details that will be transmitted by the BAPE which will specify the steps to follow in order to participate in the sessions. In the meantime, the entire Falco team remains available and proactive to support and inform citizens about the Falco Horne 5 Project, ensuring that everyone has access to the information necessary for informed participation.
Citizens who wish to continue to be informed or who wish to express themselves on the Falco Horne 5 Project are invited to Espace Falco, located at 157 avenue Principale, in Rouyn-Noranda.
About Falco Resources Ltd.
Falco Resources Ltd. is one of the largest mineral claim holders in the Province of Québec, with extensive land holdings in the Abitibi Greenstone Belt. Falco owns approximately 67,000 hectares of land in the Noranda Mining Camp, which represents 67% of the entire camp and includes 13 former gold and base metal mine sites. Falco's principal asset is the Horne 5 Project located under the former Horne mine that was operated by Noranda from 1927 to 1976 and produced 11.6 million ounces of gold and 2.5 billion pounds of copper. Osisko Development Corp. is Falco's largest shareholder owning a 16.7% interest in the Corporation.
For further information, please contact:
Luc Lessard
President and Chief Executive Officer
514 261-3336
info@falcores.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (together, "forward-looking statements") within the meaning of applicable securities laws, in particular Falco's ability to complete the BAPE. These statements are based on information currently available to the Corporation and the Corporation provides no assurance that actual results will meet management's expectations. The occurrence of such events or the realization of such statements is subject to a number of risk factors identified in Falco's continuous disclosure documents available at www.sedarplus.com. Although Falco believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by applicable law, Falco disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
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Horizon Minerals’ near-term cash-flow potential and its significant land package in the prolific Western Australian goldfields with considerable exploration upside position the company to positively leverage the current bull gold market opportunity.
Horizon Minerals (ASX:HRZ) is an ASX-listed emerging mid-tier gold mining company focusing on a portfolio of highly promising gold projects located in the world-class Western Australian goldfields. The recent merger with Greenstone has added nearly 0.5 million ounces (Moz) of high-grade resource to Horizon, taking its total tally to 1.8 Moz, and resulted in Horizon Minerals total land package of 939 sq km in the Kalgoorlie-Coolgardie district.
The Greenstone merger brings near-term cash-generating opportunities and adds greater scale to its baseload assets (Boorara) with the high-grade Burbanks deposit. Horizon’s dual-track strategy involves generating immediate cash flows by leveraging a pipeline of development-ready production assets and concurrently advancing the cornerstone assets, Boorara and Burbanks, which have a combined resource inventory of 914 koz at 1.7 grams per ton (g/t) gold with potential to support a profitable, long-life operation.
The recent ore sale agreement with Paddington Gold is encouraging and increases confidence in the management’s ability to generate near-term cash flows. Under the agreement, 1.4 million (Mt) will be processed over a period of 22 months. The agreement allows Horizon to capitalize on high gold prices to generate significant cash flows.
Horizon is also progressing with other projects, including the Cannon gold project and Penny’s Find underground mine, and actively exploring for new discoveries in the Western Australian Goldfields, targeting gold and other commodities such as nickel-cobalt, silver-zinc, PGEs and lithium across its extensive land holdings. Additionally, Horizon holds a significant stake in one of the world’s largest vanadium projects via its investment in Richmond Vanadium Technology, which is listed on the ASX.
Horizon proposes to acquire 100 percent of Poseidon via an all-scrip transaction for AU$30 million to consolidate 1.8Moz gold and highly strategic processing infrastructure for Horizon to transition to the next standalone WA gold producer. The acquisition will combine Horizon’s large gold resource and Poseidon’s Black Swan processing infrastructure in the Kalgoorlie-Coolgardie districts. The transaction will further result in substantial resource base and regional tenure to a combined JORC mineral resources of ~1.8Moz gold at an average grade of 1.84g/t gold and 422,700t nickel at an average grade of 1 percent nickel. Horizon and Poseidon will have a total of 1,309 sq. km. tenure in an attractive geological position in the WA Goldfields.
Horizon aims to become a sustainable, 100kozpa standalone producer following the merger and conversion and recommissioning of the Black Swan processing plant. The 2.2Mtpa processing facility is strategically located 40 km north of Kalgoorlie with a concentrator readily amenable to processing gold through cost-effective refurbishment and the addition of a new CIL circuit.
Horizon's 30Mt existing gold resources, with 50,000 metres of drilling fully funded to commence drilling in 2025 or 2026, strongly support the conversion of the Black Swan processing plant to a gold plant.
The Boorara gold project is located 15 km east of Kalgoorlie-Boulder in the Western Australian goldfields. Over the past decade, a substantial amount of reverse circulation and diamond drilling has been carried out at Boorara. The project includes a JORC 2012 mineral resource estimate (MRE) by Optiro (now Snowden Optiro), which reported a total of 10.53 Mt grading at 1.26 g/t gold, amounting to 448,000 ounces.
The company views Boorara as a substantial baseload feed source that could be enhanced by lower tonnage, higher-grade feed to sustain a standalone milling facility. This is where the recent acquisition of Greenstone becomes important. Boorara can be supplemented by higher-grade feed from Greenstone’s Burbanks deposit to support an integrated operation.
The Independent JORC (2012) Ore Reserve for Boorara, completed by AMC Consultants, shows a financially viable project highlighted by an open pit mine design producing 1.24 Mt at a fully diluted grade of 1.24 g/t gold for 49.5 koz over an approximate 14-month mine life, and ore sale agreement at 92.5 percent metallurgical recovery produces 45.8 koz recovered.
Boorara commenced open pit mining in August 2024, with the first ore exposed and mined in late September 2024. Mining at the site will occur over 14 months and processing over 19 months at Norton Gold Fields’ Paddington plant to generate $30 million in estimated free cashflow at a AU$3,600/oz gold price.
The Phillips Find gold project is located 45 km north-west of Coolgaride, Western Australia in the heart of the Western Australian goldfields covering 10 kilometres of strike over prospective greenstone stratigraphy. The project includes the Phillips Find Mining Centre (PFMC) where approximately 33,000 ounces of gold were produced between 1998. A joint venture (JV) agreement is in place with mining specialists BML Ventures Pty Limited (BML) to develop and mine two open pits at Phillips Find. Horizon Minerals plans to commence the grade control program early in December and the first mining of ore in December 2024. The first ore from Phillips Find is on track to be treated at FMR’s Greenfields mill from February 2025 to June 2025
The 100 percent owned Nimbus silver-zinc-lead-gold deposit is located 15 kilometres east of Kalgoorlie-Boulder in Western Australia within the Kalgoorlie Terrane. The project's current mineral resource estimate (JORC 2012) includes 12.1 million tons at 52 g/t silver, 0.2 g/t gold and 0.9 percent zinc containing 20.2 million oz of silver, 78,000 oz of gold and 104,000 tons of zinc using lower cut-off grades of 12 ppm for silver, 0.5 percent for zinc and 0.3 g/t for gold over a 2 metre down hole composite. Within this global resource, the Nimbus project has a high-grade silver and zinc resource of 255,898 tons at 773 g/t silver and 13 percent zinc.
A concept study has confirmed the optimal economic development pathway by mining the higher-grade lodes and generation of a silver/zinc concentrate. A programme of work (POW) has been approved and drilling to test the exploration target is expected to be undertaken in the first half of 2025. The Nimbus project is 2 km east of Horizon's cornerstone Boorara project and 6.5 km north-northwest of Golden Ridge, both historic gold mining centres.
The Burbanks gold project is situated 9 km southeast of Coolgardie, Western Australia. The project encompasses the Burbanks Mining Centre and more than 5 kilometers of the highly promising Burbanks Shear Zone, historically the most significant gold-producing structure within the Coolgardie Goldfield. Previous underground production at Burbanks has surpassed 420,000 oz to date.
Burbanks currently hosts a total resource of 6.1 Mt @ 2.4 g/t gold for 466 koz, including underground of 1.2 Mt @ 4.4 g/t gold for 168 koz. Burbanks is underexplored and remains open in all directions for future growth.
The Cannon gold project is located 30 km east-southeast of Kalgoorlie-Boulder. It is a fully permitted project with a pre-feasibility study completed in 2022, which shows strong project economics with a free cash flow of AU$10.1 million over the mine's life. The company has finished commissioning a dewatering pipeline and a pumping system, representing a major milestone in the advancement of its Cannon Underground project. Discussions with mining contractors and potential JV mining partners are underway. First ore production from the Cannon Project is expected to commence in Q4 2024.
Penny’s Find is about 50 km northeast of Kalgoorlie in the Eastern Goldfields of Western Australia, near the company’s wholly-owned Kalpini gold project. It comprises a granted mining lease and other associated leases covering 91 hectares. The mineral resource estimate updated in December 2023 boasts 63,000 ounces of gold in the indicated and inferred category. A pre-feasibility study for exploitation using underground mining methods is currently underway. This study will include mine design and financial analysis.
Rose Hill is 0.5 km southeast of Coolgardie and 35 km west of Kalgoorlie-Boulder, on the western edge of the Archean Norseman-Menzies Greenstone Belt. The current JORC 2012 resource at Rose Hill contains 93,300 oz , comprising an open-pit mineral resource of 0.3 Mt grading 2.0 g/t gold for 18,400 oz, and an underground mineral resource of 0.5 Mt grading 4.6 g/t gold for 74,900 oz. Nearly 70 percent of the resource is in the measured and indicated JORC categories.
Horizon owns several promising tenements within the Kalgoorlie region. These project areas include the greater Boorara-Cannon project area, Lakewood, Binduli-Teal project area, Kalpini, Balagundi-Kanowna South and Black Flag.
Horizon manages several promising tenements within the Coolgardie region, including Rose Hill, Brilliant North and Yarmany.
Ashok Parekh has over 33 years of experience advising mining companies and service providers in the mining industry. He has spent many years negotiating mining deals with publicly listed companies and prospectors, leading to new IPOs and the initiation of new gold mining operations. Additionally, he has been involved in managing gold mining and milling companies in the Kalgoorlie region, where he has served as managing director for some of these firms. Parekh is well-known in the West Australian mining industry and has a highly successful background in owning numerous businesses in the Goldfields. He was the executive chairman of ASX-listed A1 Consolidated Gold (ASX:AYC) from 2011 to 2014. He is a chartered accountant.
Warren Hallam is currently a non-executive director of St Barbara Limited and Poseidon Nickel Limited, and non-executive chairman of Kingfisher Mining Limited. Hallam has a built a strong track record over 35 years in operations, corporate and senior leadership roles across multiple commodities. This includes previous Managing Director roles at Metals X Limited, Millenium Metals Limited and Capricorn Metals Limited. Hallam is a metallurgist with a Master in Mineral Economics from Curtin University.
Grant Haywood brings over three decades of experience in both underground and open-cut mining operations. During his career, he has served in senior leadership capacities in various mining companies, guiding them from feasibility through to development and operations. His experience spans various roles within junior and multinational gold mining companies, predominantly in the Western Australian goldfields, including positions at Phoenix Gold, Saracen Mineral Holdings, and Gold Fields. He is a graduate of the Western Australian School of Mines (WASM) and has also earned a Masters in Mineral Economics from the same institution.
Julian Tambyrajah is an accomplished global mining finance executive with more than 25 years of industry expertise. He is a certified public accountant and chartered company secretary. He has served as CFO of several listed companies including Central Petroleum (CTP), Crescent Gold (CRE), Rusina Mining NL, DRDGold, and Dome Resources NL. He has extensive experience in capital raising, some of which includes raising US$49 million for BMC UK, AU$122 million for Crescent Gold and AU$105 million for Central Petroleum.
Stephen Guy is a geologist with over 25 years of experience in the mining industry, specialising in exploration, production, and project start-ups for both open pit and underground operations. His career spans key regions in Australia, including Western Australia, New South Wales, and Queensland, where he has collaborated with leading companies such as BHP, Newcrest, St Barbara Gold, Fortescue Metals Group (FMG), and Gindalbie Metals. Guy’s expertise covers a diverse range of commodities, including gold, copper, nickel, base metals, and iron ore.
(All amounts expressed in Canadian dollars unless otherwise noted)
Agnico Eagle Mines Limited (NYSE: AEM) (TSX: AEM) (" Agnico Eagle ") and O3 Mining Inc. (TSXV: OIII) (OTCQX: OIIIF) (" O3 Mining ") are pleased to jointly announce that Gold Fields Limited, through a 100% indirect Canadian subsidiary (" Gold Fields "), O3 Mining's largest shareholder, has agreed to a lock-up agreement with Agnico Eagle to tender its common shares of O3 Mining (" Common Shares ") into Agnico Eagle's offer to acquire all of the outstanding Common Shares for $1.67 per Common Share in cash by way of a take-over bid (the " Offer "). See O3 Mining and Agnico Eagle's joint news release of December 12, 2024 for a detailed description of the Offer. A copy of the December 12, 2024 joint news release is available at: https:www.agnicoeagle.comEnglishinvestor-relationsnews-and-eventsnews-releasesnews-release-details2024Agnico-Eagle-to-Acquire-O3-Mining-in-Friendly-Transactiondefault.aspx .
Gold Fields owns approximately 17% of the outstanding Common Shares on a basic basis. Including its lock-up agreement with Gold Fields, Agnico Eagle has now entered into lock-up agreements with O3 Mining shareholders owning an aggregate of approximately 39% of the outstanding Common Shares on a basic basis, including each of the directors and officers of O3 Mining.
The offer price of $1.67 per Common Share represents a premium of 57% to the volume weighted average price of the Common Shares on the TSX Venture Exchange for the 20-day period ended December 11, 2024 (the last trading day prior to announcement of the Offer). The Offer has been unanimously recommended by the O3 Mining Board of Directors and Special Committee of independent directors.
How to Tender Your Shares; Postal Strike
Only O3 Mining shareholders who tender their Common Shares will receive the cash consideration of $1.67 per Common Share. For information on tendering your Common Shares please contact Laurel Hill Advisory Group at assistance@laurelhill.com .
Shareholder type: | How do I tender my Common Shares to the Agnico Eagle Offer? |
Beneficial Most O3 Mining shareholders are beneficial shareholders. This means your Common Shares are held through a broker, bank or other financial intermediary, and you do not have a share certificate or DRS advice. | Contact your bank or your broker immediately and instruct them to tender your Common Shares to the Offer. |
Registered You are a registered shareholder if you hold your Common Shares directly and may have a share certificate or DRS advice. | Contact Laurel Hill Advisory Group: |
In light of the Canada Post labour strike , shareholders are encouraged to stay up to date on the Offer by visiting: https://www.agnicoeagle.com/Offer-for-O3-Mining/default.aspx . Shareholders are also asked not to mail in any Letter of Transmittal or share certificates. Instead, shareholders may contact Laurel Hill Advisory Group.
About O3 Mining Inc.
O3 Mining Inc. is a gold explorer and mine developer in Québec, Canada , adjacent to Agnico Eagle's Canadian Malartic mine. O3 Mining owns a 100% interest in all its properties (128,680 hectares) in Québec. Its principal asset is the Marban Alliance project in Québec, which O3 Mining has advanced over the last five years to the cusp of its next stage of development, with the expectation that the project will deliver long-term benefits to stakeholders.
About Agnico Eagle Mines Limited
Agnico Eagle is a Canadian based and led senior gold mining company and the third largest gold producer in the world, producing precious metals from operations in Canada , Australia , Finland and Mexico . It has a pipeline of high-quality exploration and development projects in these countries as well as in the United States . Agnico Eagle is a partner of choice within the mining industry, recognized globally for its leading environmental, social and governance practices. Agnico Eagle was founded in 1957 and has consistently created value for its shareholders, declaring a cash dividend every year since 1983.
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation that is based on current expectations, estimates, projections, and interpretations about future events as at the date of this news release. Forward-looking information and statements are based on estimates of management by O3 Mining and Agnico Eagle, at the time they were made, and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information or statements. Forward-looking statements in this news release include, but are not limited to, statements regarding: the Offer, including the anticipated timing of commencement and expiration, mechanics, funding, completion, settlement, results and effects of the Offer, the expected outcomes of completion of the transaction and the other benefits of the transaction. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of Agnico Eagle and O3 Mining that the Offer will be made in accordance with the definitive support agreement in respect of the Offer and will be successful, that all required regulatory consents and approvals will be obtained and all other conditions to completion of the transaction will be satisfied or waived. Agnico Eagle and O3 Mining caution that the foregoing list of material factors and assumptions is not exhaustive. Although the forward-looking information contained in this news release is based upon what Agnico Eagle and O3 Mining believe, or believed at the time, to be reasonable expectations and assumptions, there is no assurance that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither O3 Mining, nor Agnico Eagle nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. O3 Mining and Agnico Eagle do not undertake, and assume no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by applicable law. These statements speak only as of the date of this news release. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Agnico Eagle or any of its affiliates or O3 Mining.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
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SOURCE O3 Mining Inc.
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